September 25, 2012
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
3.250% Notes due 2023
Registration Statement on Form S-3
Registration No. 333-177252
Ladies and Gentlemen:
We have acted as counsel to Kohls Corporation, a Wisconsin corporation (the Company) in connection with the issuance and sale of $350,000,000 in aggregate principal amount of the Companys 3.250% Notes due 2023 (the Notes) pursuant to an indenture dated as of December 1, 1995, as amended (the Basic Indenture), as supplemented by the Sixth Supplemental Indenture dated as of September 25, 2012 (the Supplemental Indenture and together with the Basic Indenture, the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee. In accordance with the Securities Act of 1933, as amended (the Securities Act), and the rules and regulations promulgated thereunder, the Company has prepared and filed with the Securities and Exchange Commission (the SEC) the Registration Statement on Form S-3 (Registration No. 33-177252) (the Registration Statement), including a base prospectus dated October 12, 2011 (the Base Prospectus), the prospectus supplement dated September 18, 2012 (the Prospectus Supplement) and the final prospectus supplement dated September 18, 2012 (the Final Prospectus Supplement and, collectively with the Base Prospectus and the Prospectus Supplement, the Prospectus), filed with the Commission pursuant to Rule 424(b) under the Securities Act.
In such capacity, we have examined: (i) the Registration Statement, (ii) the Prospectus; (iii) the form of the Notes; (iv) certain resolutions of the Companys Board of Directors and the Pricing Committee thereof; (v) the Indenture; and (vi) such other proceedings, documents and records as we have deemed necessary or advisable for purposes of this opinion.
OFFICES IN MILWAUKEE, MADISON, WAUKESHA, GREEN BAY AND APPLETON, WISCONSIN AND WASHINGTON, D.C.
GODFREY & KAHN IS A MEMBER OF TERRALEX®, A WORLDWIDE NETWORK OF INDEPENDENT LAW FIRMS.
September 25, 2012
In all such investigations and examinations, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies.
Based upon and subject to limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes, when delivered and sold as contemplated by the Prospectus, were duly authorized and validly issued and constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership, conservatorship and similar laws relating to or affecting creditors rights generally from time to time in effect and by equitable principles of general applicability.
This opinion is limited to the laws of the United States, the laws of the State of Wisconsin and the laws of the State of New York, and we do not express any opinion concerning any other law.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading Legal Matters in the Prospectus. In giving this consent, we do not admit that we are experts, or within the category of persons whose consent is required under Section 7 of said Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.